About Airplanes Group

Airplanes Group refers to Airplanes Limited, a limited liability company formed under the laws of Jersey, Channel Islands and Airplanes U.S. Trust, a Delaware business trust. On March 28, 1996, we established eight separate pass through trusts to issue and sell $4,048 million in aggregate principal amount of subclass A-1, A-2, A-3, A-4 and A-5 and class B, C and D pass through certificates in an underwritten offering. We used the proceeds from this offering, together with the proceeds from the sale of the class E notes of Airplanes Limited and Airplanes U.S. Trust to GPA Group plc (now known as AerCap Ireland limited), to acquire a portfolio of 229 aircraft from GPA Group and its subsidiaries. We use the rental payments that we receive from leasing the aircraft together with the proceeds of sale of the aircraft to pay interest and principal on this debt.

On March 16, 1998, we established four additional pass through trusts to issue and sell $2,437 million in aggregate principal amount of subclass A-6, A-7 and A-8 and class B certificates in connection with the refinancing of our subclass A-1, A-2 and A-3 and class B certificates. On November 20, 1998, General Electric Capital Corporation ("GE Capital") acquired a majority of the class E notes from AerFi Group (previously known as GPA Group and now known as AerCap Ireland) and its subsidiaries.

We established an additional pass through trust on March 15, 2001 to issue and sell $750 million in aggregate principal amount of subclass A-9 certificates. We used the proceeds from this offering to refinance our subclass A-4 and A-7 certificates. Our subclass A-5 certificates were fully repaid as of May 15, 1998. Our subclass A-6 certificates were fully repaid as of October 15, 2004. Our subclass A-8 certificates were fully repaid (save for accrued step-up interest and accrued interest thereon) on November 15, 2010.

Service Providers
GE Commercial Aviation Services Limited ("GECAS") provides various aircraft-related services to us as servicer under a servicing agreement. GECAS holds 5% of the ordinary share capital of our subsidiary, Airplanes Holdings Limited. GE Capital, as the holder of the majority in aggregate principal amount of the class E notes issued by Airplanes Limited, has the right to appoint one director to the board of Airplanes Limited but is not currently exercising such right. GE Capital previously had the right to appoint one controlling trustee of Airplanes U.S. Trust.

GECAS is a global commercial aviation financial services company that offers a broad range of aircraft financial products and provides management, marketing and technical support services to airlines, aircraft owners, lenders and investors and various third parties, including Airplanes Group.

GECAS and its affiliates offer such financial products as finance leases (including both direct financing and leveraged leases), operating leases and other structured finance products (including aircraft securitization vehicles). Its management services include collecting rental payments, arranging and monitoring aircraft maintenance performed by others, limited technical inspection of aircraft, arranging and monitoring insurance, arranging for aircraft valuations, registration and de-registration, monitoring compliance with leases, enforcement of lease provisions against lessees, confirming compliance with applicable airworthiness directives and facilitating delivery and redelivery of aircraft. GECAS also arrange sales of aircraft to third parties. GECAS, its affiliate GE Capital, or any of its other affiliates may acquire debt or beneficial interests in other securitization vehicles that own a portfolio of aircraft assets.

Subsidiaries of AerCap Ireland serve as our administrative agent and cash manager. AerCap Ireland is a wholly-owned indirect subsidiary of AerCap Holdings N.V., a major participant in the global commercial aviation industry. AerCap Holdings N.V., directly and through AerCap Ireland and other subsidiaries, also owns and manages aircraft, both for its own account and for third parties, including AerCo, ALS and ALS II, three other aircraft securitization vehicles. AerCap Ireland is also the holder of all of the class E-1 and E-2 notes of AerCo, all of the class E-1 and E-2 notes issued by ALS and all of the class E-1 notes issued by ALS II. AerCap Ireland and its subsidiary acts as servicer for the portfolio of aircraft owned by AerCo, ALS and ALS II. Subsidiaries of AerCap Ireland also act as administrative agent and cash manager to AerCo and as administrative agent to ALS and ALS II.

AerCap Ireland is located in Shannon, Ireland. AerCap Holdings N.V. has its headquarters in Amsterdam, the Netherlands and it also has offices and facilities in Florida, Arizona, Texas, Beijing, Singapore, Abu Dhabi and the United Kingdom. Deutsche Bank Trust Company Americas acts as Pass Through Trustee.

Payments on Certificates
Our cashflows derive primarily from aircraft leases and sales of aircraft and are required to be applied according to a specified priority of payments set out in the trust indentures.

We have been unable to meet all of the base case assumptions set out in our original prospectus dated March 28, 1996 or in our prospectus dated March 8, 2001. Even before the September 11, 2001 terrorist attacks in the U.S., the worldwide economy had begun to weaken and the events of 9/11 exacerbated that weakness. Since then, despite a brief period (2005 - 2007) in which the aircraft industry strengthened and the overall improvements since the beginning of 2010, the industry has been generally challenged. For our portfolio of older, less fuel-efficient aircraft, the effects of years of weakness in the industry are felt more acutely; whatever demand exists will tend to favour newer, more efficient aircraft and our lease rates and aircraft values consequently suffer. Because of earlier restructurings and the fact that not all of our leases came up for renewal in the period 2005 - 2007, we could not benefit fully from the relative but temporary improvements in lease rates and values that even some of the older aircraft experienced in that period. We are thus generating revenues at significantly lower levels than we had assumed and at levels which have been inadequate to pay minimum principal on the class A notes and certificates in full, or to pay any interest or minimum principal on the class B notes or any interest on the class C and class D notes and certificates since the December 15, 2003 payment date. Even though, as a result of the consent solicitation which we conducted in 2003, we are now able to sell aircraft which we may not have been able to sell previously, such sales are difficult to achieve and where sales have been completed, the sales proceeds have not made a significant difference to our cashflows. On each payment date, we are currently only paying in full our administrative and lease expenses and certain other payments in the ordinary course of business, interest on the class A notes and certificates and hedging payments, and the “First Collection Account Top-Up”. We use any remaining cashflows towards payment of minimum principal on the subclass A-9 notes and certificates. We do not believe that we will ever be able to resume making payments of interest or principal on the class B, C and D notes and certificates, and we do not expect to be able to repay the subclass A-9 notes and certificates in full.

Further Information
For a full description of Airplanes Group and our performance to date please see our latest Annual Report, Quarterly Report or Monthly Cash Report which can be viewed by clicking on the following link: Reports. Please note that the information contained in these documents should be considered updated and superseded by the information contained in any such document which is dated as of a later date. To contact Airplanes Group you may send an email to its Administrative Agent at: airplanes@aercap.com